Common use of Tax Certificates Clause in Contracts

Tax Certificates. Buyer and Seller agree, upon request of the other, to use all reasonable efforts to obtain any certificate or other document from any Governmental Authority as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed related to Taxes; provided that neither Buyer nor Seller shall be required to take any action pursuant to this Section 8.1(g) that such party determines could result in an adverse effect to it or its Affiliates, unless the requesting party agrees to provide indemnification in respect of such adverse effect.

Appears in 3 contracts

Samples: Plan of Reorganization and Purchase Agreement, Plan of Reorganization and Purchase Agreement (RE/MAX Holdings, Inc.), Plan of Reorganization and Purchase Agreement (RE/MAX Holdings, Inc.)

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Tax Certificates. The Buyer and the Seller agree, upon request of the other, to use all reasonable efforts to obtain any certificate or other document from any Governmental Authority Body as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed related (including with respect to Taxes; provided that neither Buyer nor Seller shall be required to take any action pursuant to this Section 8.1(g) that such party determines could result in an adverse effect to it or its Affiliates, unless the requesting party agrees to provide indemnification in respect of such adverse effectTransactions).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Veeco Instruments Inc), Stock Purchase Agreement (Bruker Corp)

Tax Certificates. Buyer and Seller agree, upon request of the otherrequest, to use all commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority Entity or customer of the Company or any of the Subsidiaries or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed related (including but not limited to Taxes; provided that neither Buyer nor Seller shall be required with respect to take any action pursuant to this Section 8.1(g) that such party determines could result in an adverse effect to it or its Affiliates, unless the requesting party agrees to provide indemnification in respect of such adverse effectTransactions).

Appears in 1 contract

Samples: Stock Purchase Agreement (PTC Inc.)

Tax Certificates. Buyer and Seller Sellers further agree, upon request of the otherrequest, to use all their reasonable efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed related (including, but not limited to, with respect to Taxes; provided that neither Buyer nor Seller shall be required to take any action pursuant to this Section 8.1(g) that such party determines could result in an adverse effect to it or its Affiliates, unless the requesting party agrees to provide indemnification in respect of such adverse effectContemplated Transactions).

Appears in 1 contract

Samples: Stock Purchase Agreement (Steris Corp)

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Tax Certificates. Buyer and the Seller Representative agree, upon request of the otherrequest, to use all commercially reasonable efforts to obtain any certificate or other document from any Governmental Authority Entity or customer of the Company or any of the Subsidiaries or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed related (including but not limited to Taxes; provided that neither Buyer nor Seller shall be required with respect to take any action pursuant to this Section 8.1(g) that such party determines could result in an adverse effect to it or its Affiliates, unless the requesting party agrees to provide indemnification in respect of such adverse effectTransactions).

Appears in 1 contract

Samples: Stock Purchase Agreement (Parametric Technology Corp)

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